Spider-Man 4
by Paradise Alley
Summary: After Harry Osborn's death, Peter Parker stresses over being a better hero, while his teacher, Dr. Curt Connors, transforms himself into a giant, mutant lizard.


(Note: The opening is the same as the previous films, and shows a recap of the last 3 movies)

It was a bright, sunny, day.

Police sirens could be heard in the distance, seven robbers busted down a door to a bank, they had several bags in their hand filled with money.

"Come on, come on, come on, come on!" One of them yelled in front of a helicopter, as each one dashed into it.

"They'll be here any minute!" he yelled, gesturing for them to speed it up.

They all got on board the helicopter, the one yelling reached his hand to get on, but was lifted up by a web.

"What the.." He muttered.

He was then spun around in a web rodeo of sorts, and slung back onto the road, he groaned in pain, and then, a figure came from the shadows, it walked closer, it was Spider-Man!

But before Spider-Man could go any further, guns started firing, Spider-Man jumped up in the air and started running on the walls, and when the shots got faster, he started web zipping up them, catching flag poles and sides of buildings all the while.

He then webbed himself up high into the air, spinning and falling back down, webbing to a building. He then lifted up his feet and kicked two of the robbers into a nearby bus, he did a trick in the air and landed on the bus, webbing them up.

Another robber tried to shoot at Spider-Man, but he threw back his head and he ducked, but the bullets were about to hit civllians, his spider sense went off, and behind him, everything seemed to be in slow motion, he then webbed the bullets and slung them into the air, webbing them into a little ball so no one suffered from the impact.

He leaped up and webbed the remaining guns from the robbers hands, he swung onto a pole and did a backflip, flying into a robbers stomach as he kicked him, and then dived into the rest of the robbers, tackling them, he then webbed them to the floor.

But it turned out there was still one more that was about to escape via the helicopter, but Spider-Man was to late web up, the helicopter was to high, so Spider-Man leaped up to a building and climbed rapidly, jumping from building to building, chasing after the helicopter. He kept running from each building, then found a tall one and got on to the top of it and waited for the helicopter to pass by, once it did, he jumped up to the side of it and web zippd higher, but the robber reached out for his gun and started shooting at Spider-Man, breaking his web, Spider-Man flew down and started dodging the bullets mid-air, then started shooting several small web balls at the crook until his gun flew out of his hand, Spider-Man rapidly web-zipped back up and started to once again puruse the chopper.

But the chopper was so quick, Spider-Man was having a hard time keeping up, he rushed and climbed up to a high building, and then he shot out a web and caught the chopper, and used all his strength as he groaned, giving it all he had to push it back, but it was about to escape, so he rapidly shot several more webs at it, pulling at it, and with his other hand, started webbing to two other buildings, and made a giant web, he pulled back the chopper and it then fell into the big web, and was stuck there, and for desperate measures, Spider-Man leaped onto the chopper and started to web down the robber who was driving it. "Come on now, didn't your mother teach you to not get involved in high speed chases with strange men in red and blue tights? It's one of the basics of parenthood." The robber groaned in response, "Shut up, spider freak! Our boss is gonna be the one to swuash you."

"Who is he supposed to be? The exterminator?"

Just when he thought his work was done, he heard something charge through the city.

"Aw, come on... what's going on now?"

"The boss, that's what." The robber replied.

Spider-Man looked down and saw.. it was throwing cars everywhere!

"This looks like a job for... somebody else. But since no one else is here, I guess I'll have to do it." Spider-Man leaped out and sky dived to the ground, then spun a web to a building, and got closer to what was causing the comotion.  
>Spider-Man realized it was a man in a Rhino suit. The Rhino then threw two cars in Spider-Man's direction. He then jumped up and slid through two cars he through.<p>

Spidey then looked to see if anyone was in the cars, thankfully, they all seemed to be empty but one, a little boy was trapped in there!

"Uh-oh.." Spider-Man muttered to himself as he leaped to the side of the car that was now on fire, Spider-Man quickly yanked the door off the hinges and lifted up the kid, patting him on the back, the kid was sobbing.

"Hey buddy... don't worry... you're safe now, I'll make sure nothing happens to you... where are your parents?" He asked.

The little boy sniffed and wiped his tears off, facing Spider-Man, and shrugged, but just then his mother came running up to him and grabbed him from Spider-Man, hugging him tightly, she ran away, with tears of happiness that her kid was okay.

"Um... you're welcome!" Spider-Man holored. He then turned to the Rhino.

"Hey is that a rhino horn on your head or are you just happen to see me?" Spider-Man quipped, dodging the various objects the Rhino threw at him.

"Ya know, I find this very insulting to actual Rhinos! This is just offensive!" Spider-Man quipped as he the Rhino kept throwing random things. The Rhino then picked up a pole and started swinging at Spider-Man, but he back flipped and dodged, jumping up and webbing it to him, but Rhino took it back and broke it in half, then charged back at Spider-Man, Spider-Man jumped up high in the air, but the Rhino almost ran into a civillain.

"Whoah!" Spider-Man yelled. Spider-Man then webbed at Rhino's back, spinning as many as he could in attempts to stop the Rhino, but it was doing anything.

Spider-Man hopped on the back of Rhino, punching him as hard as he could, depserate to defeat him, the Rhino yanked him off his shoulder, throwing him around like a rag doll a few times til he finally threw him in the air, as he fell onto the ground, clutching his body in pain.

Spider-Man panicked as the Rhino charged at him.

"Oh boy..." Peter muttered.

The Rhino ran back up to him and grabbed him by the foot, and started swinging him around in the air, and then threw him far from him, but Spider-Man quicky webbed his way back to the Rhino, the Rhino caught him mid-air and started choking him, Spidey tried to kick him but Rhino grabbed him by the legs.

"I'M GONNA RIP YOU IN HALF, BUG BOY!" The Rhino proclaimed loudly with his deep voice.

Spider-Man gulped.

"That's arachnid to you, pal." He groaned out before he webbed Rhino's face.

Rhino stumbled back in pain, clutching to his eyes, he threw Spider-Man to the ground and charged at him, but Spidey rolled over and Rhino's horn was stuck in the wall. Rhino tried hard to get out, but he just couldn't do it, and was stuck there. Peter then webbed him up, and patted his back, but just then, his cell phone rang (Note: His ring tone being the classic 60's theme song.)

He lifted it up to see it was Mary Jane.

"I gotta take this, hold on a second, Rhiny." He patted the Rhino one last time and stuck his hand there, as if Rhino was a pole to lean against.

"Hey!" He greeted, climbing up to building and swinging away so no one could hear his conversation.

"Hey!" Mary Jane replied.

Mary Jane was backstage, she was just about to perform in her new play.

"Where are you? The show's gonna start in a couple minutes..."

Peter face palmed. "Oh, yeah, yeah! So sorry, Mary Jane... some guy in a Rhino outfit caused some trouble.. but don't worry, I took care of him."

MJ chuckled. "A guy in a Rhino outfit, huh?"

Peter scoffed. "Yeeep."

MJ giggled. "You say it like it's a casual thing."

"For me it is. I've been fighting a green power ranger goblin, a guy with 8 arms, a man who can transform himself into sand, and an alien that alters your personality, this is nothing.."

Peter was about to go on, but he almost metioned Harry, who he still missed dearly.

MJ laughed a bit, but half-heartedly, it was obvious she thought about Harry also, but they decided to not mention it.

Peter cleared his throat.

"Well uh.. I'll be there soon. Love you."

"Love you too, tiger."

Peter then hung up and swung back to the Rhino, landing next to him, still stuck into the wall, and webbed up.

"Well Rhino, been nice getting to know you, but I gotta run. See ya!"

Peter waved and jumped back into the air, swinging away.

He web slinged to the play as fast as he could, until he finally made his way over there, he changed back into his normal clothes in a nearby alley and ran into the play.

_This is an average day for me. Saving the city, almost being late to something, and thinking about my best friend. Harry Osborn. He was killed by Eddie Brock a while back. Or Venom, as my boss JJ liked to call him. I still miss him. He was my only friend aside from Mary Jane. He helped me through high school and risked his life. For me. I threw a bomb in his face, and he died for me. I play that night back in my mind what seems like every other week, thinking of how it could have been different, maybe I could have saved him. Ever since that, I've been more ansty about saving people. A lot of things that I've done recently are things I wish I could take back. I hurt people. The last year was the worst of my life. I even almost lost my girlfriend, Mary Jane. But we've talked things over, now she knows that most of what I did was because of that.. black suit. I still have nightmares about it. But anyways, now that we've patched things up, I might try and ask her to marry me again. But things are going good with her..I know someone else who has some regrets, his name is Flint Marko. He recently developed the odd ability of being made of sand. His daughter is dying, and because of it, he used to rob places in hopes of finding money to get her a cure. But he's realized that's not the way to do it. I've been putting posters up, spreading the word, telling people to help, but they seem hesitant to give money to a man who tried to kill me. But forgivness is very important in the world. Harry taught me that, too..._(Note: This is Peter's narration, and during the film, it will show clips of Spider-Man putting up posters of spreading awareness of his Sandman's daughter, and will show clips of Flint Marko with his daughter.)

After the play, Peter and MJ walked hand in hand down the street at night. MJ looked over at Peter, who had a sad look.

"Something wrong, tiger?"

Peter shrugged and stared at the ground, and let out a sigh. "Yeah... "

"What is it?" She pushed.

Peter sighed again. "I've been thinking about Harry again..."

MJ sighed and frowned. "Why's that?"

Peter chewed on his lip in thought. "Well... let's just talk about it at my place."

They went to Peter's apartment, and laid on his small bed, MJ cuddled and nuzzled into Peter while he played with her hair and Peter continued what he was talking about earlier.

"It was some random guy.. almost got.. killed by that Rhino guy... and because of me. If I hadn't of just jumped and just charged at him... that wouldn't have happened... it just made me think... I could have done that differently... I mean that guy didn't die... but the risk of it was there when I jumped. I just... I'm always thinking of something I could do better, it's so stressful. And it just makes me think about Harry. I could have done something differently... maybe moved faster, maybe I could have gotten free faster... actually.. what I really should've done is left that black suit alone. If I wasn't so stupid and made so many mistakes, Eddie would never have hated me or even have found the thing in the first place...MJ... I don't know if I'll ever get over what I did last year... all those people I hurt. I just get to thinking... maybe everyone would be better off without me."

MJ rubbed his arm. "Peter... that's in the past. Don't be so hard on yourself. You're only human. We all make mistakes. Besides, you couldn't control most of what you did... most of it was that... black thing. And you're wrong. Without you, Aunt May would have no one to talk t-"

Peter cut her off. "If it wasn't for me she'd have Uncle Ben to talk to..."

MJ frowned and looked down. "Well... I would still be lonely... still insecure, and I wouldn't have found anyone as good as you, Pete. No one gets me like you..."

Peter smiled a bit more.

"And the city. They need you. You give hope to people."

"Not everyone.." Peter argued.

"Well.. no.. but... not everyone likes Spider-Man, but.. the majority do... and even if they don't like you, you protect them... think of how many people would be dead or hurt if you didn't stop Dr. Octavious or..."

Peter knew she was about to say "Harry's dad" but decided not to push it.

"Just don't beat yourself up.. okay, Pete?" She rubbed his hand and kissed it.

He nodded and nuzzled into her, then kissed her.

"I'd better get going now, Pete. I'll see you later this week." She told him.

They kissed and he nodded. "See ya, MJ."

"Bye." She said as she walked out with a smile.

Peter looked over at his drawer and opened it, looking at his old wedding ring, sighing. He then looked at a picture he had of him and Harry. He picked it up as well and studed it, frowning. "I miss you, pal.." He said to himself. He put it back down and decided to go for a walk. But his walk was short lived, because he noticed a Daily Bugle newspaper that read: "Spider-Man and Sandman scam citizens!"

Peter sighed and then went into an alley, changing into his suit.

Peter web slinged in his Spidey outfit and made his way over to Flint Marko's house, once he was there, he tapped on the window, and was upside down on a web. Flint was next to his daughter in bed, he looked over to find Spider-Man, he walked over and lifted up the window, waving.

"Hey Spider-Man." He greeted, but he seemed a bit troubled, but Peter decided to not push it with his daughter right next to him.

Flint's daughter, Penny, lifted up her tiny head and gasped at Peter, grinning.

"Spider-Man!" She pointed at him.

"Hey, kiddo. How ya doin'?"

"Good." She replied.

Flint picked her up and smiled. "She's a bit better, actually. She's not totally cured, though. I don't know what I'd do without you, Spider-Man, I really appreciate it. Unlike that.. moron, Jameson. Thanks to him we'll probably get less donations."

"Yeah, that's what I came here for, to tell you about it.. but it seems you heard about it. Anyways, don't worry about it, Flint. I'm sure we can get enough donations... less and less people believe him now, eventually, almost no one will."

Flint shrugged. "I hope you're right.."

"I know I am."

"What are you guys talking about?" Penny asked in Flint's arms.

"Nothing, sweetie..."

"Come on.. I wanna know."

"Maybe later..."

"Aw..."

"Well guys, I'd better get going." Peter told them.

"Alright, see ya later, Spidey." Flint said.

Peter waved. "See ya."

He then leaped out and swung away, later on, he changed back in his normal clothes and went to his college, in to Doctor Connor's class. He winced at seeing Gwen Stacy, after what he did to her at the jazz club, he was sure she wanted absoultely nothing to do with him. She glanced over at him and rolled her eyes in disgust. Peter awkwardly made his way to his seat, trying his best to ignore his guilt.

Doctor Connors then began his lecture, when it was over he asked for Peter to see him at the end of class.

Peter walked up to him. "What did you need to see me for, Doc?" He asked.

Connors smiled. "Well... I just thought you should know that symbiote creature you sent me died last night. It appears it can't live without a host, I guess that's why it seemed so eager to attatch to living life forms."

Peter nodded, he was glad to see the last piece of one of his deepest regrets was forever gone.

"Hmm.. well thanks for the update, Doc... that thing was strange.."

Connors nodded in agreement. "I wonder if it was alien... if so, we could be the first people on Earth to discover life outside of our planet... unless it came from Earth, of course. It was very odd. Seeing that made me think... there may be more to science then I thought... who knows what could be possible if that thing exists?"

Peter nodded. "Yeah... it definitely opened up my eyes a bit.."

"Well, I got some work to do, nice talking to you, Peter."

"You too, Doc. See ya later."

"Bye."

At the end of the day, Connors put his supplies in his bag, sighing in his now empty, dark classroom. He turned over and looked at the cage in his room. In it, there were two small lizards. He walked up to them and looked upon them, sighing.

"I envy you two.." He mumbled to himself.

"You guys can just grow your body parts back. Us humans are a bit less fortunate..."

Connors paced around the room, in deep thought.

"So many possiblities..." he whispered to himself.

He looked at himself in the mirror, at his one arm. He rubbed the air, where his other arm would be.

He sighed heavily, his eyes full of sadness.

He then got in to his car, driving home, his face showed he had a lot on his mind. He arrived at his house and walked in the door, greeting his wife.

"Hey, honey!" He called out, his tone giving off some sadness.

His wife, Martha, walked up to him. "Hey, honey. Is something wrong? You were a bit later than usual."

Connors shrugged. "I've just been thinking about something..."

"What is it?" she asked with a concerned look.

But before he could answer, his son, Billy, who was about 10, ran into the room.

"Dad! What took you so long?" He asked.

"Sorry, buddy.. I had a few.. extra things to.. take care of at work." He explained.

"Aw... I was.. kinda hoping you could teach me how to play baseball finally.. but I guess it's to late for that..."

Connors frowned. "I'm so sorry, Billy... I'm sorry I haven't made much time for you, lately... work's just.. very difficult. And it's hard to teach you baseball with..." He looked at his missing arm. "Yeah.." He finished akwardly.

"It's okay.. Mr. Torrey taught me a few hours ago..."

"Oh...well, uh.. maybe I can do my best tomorrow?"

"That's okay.. I already promised him he could teach me more tomorrow.."

Connors sighed a bit. "Oh.. okay.. well, uh... it's pretty late. You should get to bed now, Billy."

"Okay." Billy replied, walking out of the room.

Later, Connors lay with his wife in their bed, he looked to the side, showing obvious depression.

"Are you thinking about your arm again, Curt?" Martha asked.

Connors turned over to his wife and sighed, waiting for a bit. "Yeah..."

"Why's that?" she asked, her face buried in the covers, half asleep.

"I dunno... sometimes I just ignore it... but others I can't stop thinking about it and I obsess over it, and can't stop... and mostly with that Mr. Torrey... I feel like he's _stealing _my time with Billy. I feel like I'm not good enough for him.I just.. I feel bad because I can't do certain things with you and Billy because I only have one arm. I always get strange looks. I can't pick up things as easily. I don't like looking weak in front of you. I'm just.. I wish I had my arm. Then I would be content. Everything would be perfect.."

He turned over for a response, but his wife was already fast asleep. He sighed, closed his eyes, and tried his hardest to do the same.

Later, Connors started to dream... dream about his past. He was a gifted surgeon who enlisted in the U.S army and was sent off to war. There, he performed battlefield surgery on wounded GIs. One day, his arm was blasted off. In his dream, it happened in slow-motion, screaming loudly in pain. He thought about when it was amputated, and then his arm coming off just kept looping... and then.. he woke up in a cold sweat. He looked at his wife, sighing. He yanked the covers off and walked to the mirror, staring at his reflection. He looked at his arm and looked at a picture of him and his family. He shook his head. "I can't do this anymore..." He mumbled to himself softly.

The next day, Connors arrived at his classroom early and eagerly started going through things.  
>"Gotta find something..." He said to himself frantically.<p>

He kept looking for a few minutes, but found nothing. He gave up and tossed his paper's on the floor. "Damn it.." He muttered.

He sighed and looked next to the cage with the two Lizards.

He then furrowed his eyebrows. He looked at them for a minute...

"Wait a second..." He whispered to himself.

He slowly walked to the cage. He studied the two Lizards for a minute. He then got an idea... He instantly got up and sat down, and typed into his computer: "Cross-species genetics."

He clicked through everything he could find, pictures, videos, articles, anything. (Note: In the film, his research is presented in a brief montage.)

As he did this, he wrote various things in his notebook, searching everywhere.

He then got up and looked around his room, he looked over all the beakers and test tubes. He got them out, but he then realized his class was about to start. He put them to the side for now. He'd continue in the night.

Meanwhile, Peter stood atop a building in his suit. He backed up and jumped off of it andweb slinged through the city in his outfit from building to building, leaping and webbing off various objects. He leaped high up in the air and jumped on a builidng, crouching there. He looked on in to the city.. he then noticed screaming. He looked around until he noticed some people running. He leaped off and spun around a flag pole, then landed in front of them, standing up.

"Guys, what are you running from?" He asked.

They ignored him and kept running.

"Thanks for the info..." he mumbled to himself. His spider sense went off and he ducked, then he noticed a store window's glass being blasted.

"Whoah!" He holored out. He turned around to see a man in an odd uniform, it was yellow and red and he was shooting out blasts from his hand.

"What the..."

He web zipped up to him and smirked underneath his mask.

"Now.. what do we call you? How about "Quilt-Man"..."..."Mister Triple-Ply?" Oh! I got it! "The Cushion"! He joked.

The man growled. "I've heard a lot about you, spider. I'm the Shocker. I'm gonna be the one to finish you."

"Whatever you say, Padded Pete!"

The Shocker yelled out and blasted at Peter, but he jumped up in the air and then flew back at Shocker, grabbing at him, but Shocker tried to blast again, Peter jumped off of him and webbed the side of the building, Shocker kept blasting and Peter dodged in the air on his web, but this caused the Shocker to blast garbage cans behind Peter, then more glass behind him.

"Whoah-oh.." Peter mumbled as he jumped up, he then ran from the Shocker's blast, but this caused the Shocker to blast several other glass windows.

"Oh come on!" Peter groaned. Peter then leaped behind the Shocker, the Shocker turned around and tried to hit him, but Peter dodged and tried to hit Shocker, but Shocker grabbed Peter's hand and squeezed hard on it, turning on his blasters and shocking Peter. Peter cried out in pain, and Shocker then threw Peter to the ground, chocking him and shocking him at the same time. But luciky, Peter found a water hydrant and webbed it, smacking Shocker upside the head with it, causing Shocker to fall off of Peter. Peter then picked up Shocker and threw him at the side of a UPS truck that was near a bridge, the impact smashing it. But the truck then started to fall off the bridge.

Peter gasped and leaped onto the truck that was slowly falling, he climbed to the side and saw that there was someone in there after all. "Oh no.."

The truck then fell of the bridge and Peter quickly got to the door and ripped it open, grabbing the man inside and jumping off the truck and back onto the street, laying him down.

"You okay, sir?" he asked.

The man nodded in shock. (Note: This man is Stan Lee.)

Peter's suit was a bit ripped in his neck area and chest area, but nothing too serious. But Peter hurt from it and limped to Shocker who was on the ground, but Shocker then blasted out again and Peter went flying to other side of the road. Shocker laughed and walked up to Peter and prepared to blast him again, but Peter prevailed and grabbed Shocker by the wrists, where his blasters were, he then started to break them with his spider strength, causing Shocker to groan out in pain. The Shocker fell, his blasters no longer worked. But just then, a speeding car came by and stopped at Shocker, a few thugs were in it and they grabbed Shocker. "Let's go, let's go, let's go!" one of them called out.

Peter sighed and then started web slinging to the car, he got on top of it and started banging on it, but he was then shot at by some of the thugs, he dodged them all.

The thug that was driving then started shooting, causing the car to steer wrongly and onto the side walk.

Peter webbed people out of the way clumsily, panciking, the car then started to go off the side of the bridge like the truck, but Peter jumped behind it and grabbed it, putting it back on the street. In a rush, he ripped the doors open and webbed the guns from the criminal's, they got out and tried to run, but Peter webbed up all of them, including Shocker.

The police arrived shortly after and arrested all of them. Peter studied the scene. No one was to seriosuly hurt. But he sighed. He almost let people die because of his mistakes. People cheered, but he felt bad. He slowly walked up and then slowly started web swinging away. Very slowly. A mixture from the pain, the tiredness, and the guilt.

He went into an alley and changed back to his normsl clothes, and went to MJ's apartment.

He ringed the bell and she opened the door, smiling at him.

"Hey, Tiger. Didn't expect you. Do you need anything?" She asked.

"Yes. Suit repair and advice." He told her.

She smirked in response. He had put his suit in his backpack and took it out.

"Some guy called the Shocker blasted me and put in a few holes in my suit.. do you think you can fix them? If it's not to much to ask.. I know you're busy and all..."

She nodded. "Never too busy for Peter Parker. I can patch this up shortly."

"Thanks... don't know what I'd do without you, MJ."

Later, she started sewing his suit and Peter sat on the couch with her, he turned on the TV.

There, a news reporter was talking about the fight Spider-Man had with Shocker.

"Just recently, Spider-Man was in a battle with a new criminal "The Shocker." While Spider-Man stopped this man, he also caused a lot of damage by throwing him into a truck and causing people to almost be run over by jumping on a car filled with the Shocker's henchmen. While I'm thankful for what Spider-Man did, it makes you wonder... is he too reckless? Too careless? Next time he might want to take these things into consideration."

Peter sighed and turned off the TV. "Maybe they're right."

"No, don't listen to them. Everybody makes mistakes." MJ assured.

"Pfff... not as much as me. It makes me wonder.. if someone else was to be bitten by that spider.. maybe they would have done a better job than me. I'm too careless. Even now, I can get anxious and scared during stuff like this and I can't even think. It's the same thing with what happened with the Rhino. People almost died. One day, I'm gonna mess up and I'm not gonna be lucky enough to have someone surive my mistake." Peter protesed.

"Just don't overthink it, Peter." MJ told him, she was about to continue but then got a phone call. She picked it up, and after talking put it down and looked at Peter.

"Well, tiger, they want me for an audition. We'll talk later. I think your suit should be okay for now." She got up and kissed his cheek. "We'll do something fun to take your mind off of these things, okay?"

Peter nodded.

"That wasn't enthuastic enough." MJ joked with a smile.

"Alright.." Peter replied with a slight smile.

"Better." MJ kissed him.

Peter walked out of MJ's apartment with a sad look.

In the night, Connor's class was now empty. He paced the room, he decied to stay all night. He put up a sign saying "Do not disturb."

He put beakers and test tubes everywhere. He then got picked up a Lizard, he used a device to collect its blood and put in a beaker. He then used put in a shot.

He had a camera. He turned it on and sat down, then started talking. "Hello, whoever it is that sees this. Uh.. my name is Curtis Connors. The time is 9:47 P.M. What I'm about to do.. usually I'd call absurd. But...I can't take this any longer. For too long I've been dealing with this. Having only one arm. I intend to fix this. Through cross-species.. I think I have discovered to re-generate limbs through Lizard DNA. This could change the world. If this works, imagine the possibilites. We could cure so many dieases. No more outcasts. No more sickness. No imperfection. Everything could be _perfect._ Everyone would be_ perfect._ No flaws in the human body. If what I'm about to do works, you're witnessing a scientific breakthrough. If it doesn't.. this could be my death caught on tape. If my family comes across this... I'm sorry if I didn't make it. But I can't take this any longer. It needs to be done. In 1. 2. 3..."

Connors closed his eyes tight and injected himself with the serum, groaning. He started shaking. He pushed away some of his materials and fell to the floor, trembling. He started screaming in pain, it carried on for a few minutes before he could himself growing something... a _limb._

His mind was racing, he couldn't think, he screamed in pain as slowly, his arm started coming back. He waited.. and then.. it was there.

He coughed and got up on the table, he had knocked over the camera. He set it back up and sat up in the chair. He grinned like a kid. He started laughing in happiness. He couldn't believe it. Tears of joy started streaming down his face.

"Oh my god... I... I did it!" He cried out.

He couldn't believe he was seeing what he yearned for so long. He waited for a good 30 minutes to see if anything else would happen, and nothing did. He could wait no longer. He had to show his family his new arm. He wiped away his tears and rushed to his car, and started driving.

He hadn't been so happy in such a long time. He kept crying as he drove, now on a bridge. But his happiness didn't last much longer. He started twitching again. He groaned in pain. He could feel something horrible happen in his body as he slowly started to transform. He groaned out as his hands shook, he started growing scales and he screamed out, his eyes changed to that of Lizard's eyes and he screamed awfully, his lab coat started to rip and he was growing a tail. Before long, he was now a giant mutated Lizard! He growled and slapped the door off it's henges, sending it flying. He leaped out and looked around, he picked up his car and flew it into the ocean river. He let out a loud roar and started going on a rampage, chasing after innocent civillians.

The next day, Peter sighed as he looked around in his room. He went to bed early last night, exhausted from the fight with Shocker. He rolled around in his bed for a bit, but just then, he got a knock. He sighed and yawned. "I'll be right there!" he called out.

He got up from his bed slowly, then tried to open the door, but the knob was still broken. Finally, it opened and Mr. Diktovich's daughter, Ursala was there. "Hi, Pete." She waved.

"Hey, Ursuala!" He greeted with a smile.

"Your boss Jameson called, he's been trying to get a hold of you for a while but can't, he sounds pretty upset..."

"That sounds like him..." Peter replied. "Thanks for telling me, I'll call him back now."

Peter went to the phone and Mr. Ditkovich came out.

"Oh, hello Peter. I haven't seen you in a while, you don't use this phone much, since you got one of those celluar phone things. So you're having a difficult time with your boss?" he asked.

Peter nodded.

"Well, I've been there. Back in '76 I had a terrible boss. So I urinated in his drink. He drank it.. it was quite funny..."

Peter gave Mr. Diktovich an odd look and turned back to the phone, dialing Jameson. Jameson picked up instantly.

"PARKER! WHERE HAVE YOU BEEN?! I NEARLY THROUGH A PUPPY IN A WOOD CHIPPER TRYING TO GET A HOLD OF OUR SORRY WHITE ASS!"

Jameson hung up and put the phone back up, rushing to the Bugle.

"Oh wait! RENT!" Ditkovitch screamed out.

"Later!" Peter replied.

Peter walked into the Daily Bugle, there he saw Betty Brant. Last time he saw Betty, he was in that black suit, and flirted with her.. now that he was back to normal, he knew this would be awkward.

He cautiously walked in, Betty looked at him and seemed shocked that he was back to his old self.

He walked up to her and waved awakwardly. "Hey Betty..." He muttered.

"Hey Pete." She grinned at him. "So uh.. did you still wanna do that shoot of me... or did you uh.. go back to... ya know.. your normal self..."

Peter smirked and laughed awakwardly. "Uh well... that was a... an odd time.." He laughed nervously. "But uh.. no.. sorry.."

She smiled. "That's okay.. it was weird to see you like that, what was with you?"

He shrugged. "I don't really know.." He mumbled.

"Well.. no use harping on it.. oh, uh... I just remembered... I heard about your friend, I'm really sorry." She said with a frown.

"Thanks, Betty, I appreciate it."

"Anytime, Pete, I'm here if you need me. But uh.. you should probably get going, JJ wants to you."

Peter nodded. "Alright, thanks." He smiled and waved, then walked off into Jameson's office, who's feet were on his desk.

"Well, well, well, look who got over emo kid phase! Took you long enough, this is the 3rd call I've got about giant lizards running through New York. GIANT LIZARDS. There's also been several dissappereances lately! Go out and find these sons of bithces pronto!"

"Uh.. yes sir." Peter replied.

"Wait, no stay here." J. Johna called for Robbie. "Oh, hey Robbie, look who's back to normal!" He pointed to Peter.

Robbie smiled. "Glad to see you back to your old self, Pete."

Peter nodded. "Uh.. Mr. Jameson, shouldn't I be going now?"

"Shut up." Jameson told him.

"Ahh... that's the Parker we know and love! Doing what anyone tells him to do! Like right now! Take some pictures of some giant freakin' lizards! Why are you standing here?"

"Sir.. you're the one who told me to stay.  
>"Shut up. Again. Thanks. And also, while you're at it, take some pictures of Spider-Man putting up those posters about trying to help that Sandman freak. It's more proof of how much of a crook he is. Hanging around former felons, helping them. Disgraceful! I can't believe people won't realize what a fraud he is! He nearly killed people in his last little ballet fiasco with his Shocker friend.."<p>

"Mr. Jameson, he's trying to help a sick little girl...his daughter.."

Mr. Jameson put on a fake frown. "Oh no... a sick little girl... I guess that gives him a pass for all those banks he robbed." Mr. Jameson put his feet on his desk and put a cigar in his mouth.

"Some stupid sob story.. I'll put you he doesn't even have a sick daughter, I'll be it's all staged, and Spider-Man and him are just smoothly stealing money from the pockets of innocent civillains, and they don't know it. It's disgraceful. The NYPD won't arrest a guy who's helping a former felon, and is commiting a crime by being a viglante. I guess he just gets a pass for some reason."

Robbie intervened, "Mr. Jameson, the polls have showed less and less people believe what the Bugle prints about Spider-Man. The public interest in him has increased, and in a postive manner... sooner or later, people may stop reading the Bugle because they don't wanna read a paper against him."

"Well, when that moron Brock faked those pictures of Spider-Man robbing that bank, everyone turned against him. Sure, it was fake, but it worked. It can work again." Jameson argued.

"Yeah, but now people are gonna be suspicous of the Bugle since last time we had to print a retraction..." Robbie told him.

Jameson rolled his eyes and turned back to Peter. "Just get some pictures of Spider-Man with that Flint Marko freak. I don't care what he's doing with him, they coud be getting their nails done, clipping their toe-nails, or playing with pogs for all I care. And some Lizards."

Peter nodded and rolled his eyes, and left, and then Jameson's assisant came in. "Mr. Jameson, your wife's plane has landed in Iceland, she wanted me to tell you."

"Thank god! So tired of her!" Jameson yelled.

"Mr. Jameson, did you know that women in Iceland have one of the biggest life expentices in the world? They can live to be over a 100 years old." He told him.

"Someone. Get. My wife. Out of there. IMMEDIATELY."

Peter, in his Spidey outfit, web slinged with his camera around his neck confused.

"Giant lizards... they're not paying me enough." He mumbled to himself as he swung around the city, scouting for anything interesting. He decided to swing low. He swung for a few minutes until he heard cries for help. He landed to the ground and saw a hot dog vendor was the one screaming. "What is it? I sure hope the Cushion didn't break out or anything..." Peter asked.

"No.. it was a monster! He went that way!" The vendor pointed to the direction and Peter nodded. "Don't worry, I'll take care of it."

Peter then swung to the direction the vendor pointed and came across an alley. For a few seconds he didn't see anything, but to his surprise, a giant lizard came from the garbage and roared.. Peter quickly took a picture and the lizard creature hissed, diving into a sewer pipe. He couldn't believe what he just saw. He kept looking for more for a few minutes, but didn't find anything, and decided to head back to the Bugle.

"These are great shots..." Robbie commented.

"This is a Daily Bugle exlusive! I've already got a name for it! Rampaging reptiles raid city!" Jameson called out.

Robbie smirked, but Peter frowned. He knew he would have to do a lot of work to find these lizards.

Peter got back to his apartment, and as he looked through his things, he noticed there was an assigment he hadn't turned in to Doctor Connors. He rushed out of his door.

"How bout now?!" Diktovich asked, peaking his head out the door, Peter fumbled through his pockets and tossed money at him, Diktovitch kneeled on the floor to pick it up.

He arrived at his college and walked in hurridely, speed walking to Connor's room. He then walked in with the assignment in his hand. "Doctor Connors! I'm so sorry.. but I was looking through some things and realized I didn't turn this in earlier today, and... so, uh.. here you go." He handed it to Connors... or.. wait.. this wasn't Connors.

"Oh uh.. sorry... you're not..."

It was a substiute. "No. Doctor Connors recently went missing. No one's quite sure what happened to him. His family is taking it pretty rough, I hear."

Peter frowned. "Oh my god.. that's awful.. I wonder what could have happened..."

The sub shrugged. "Who knows? Anyways, I'll take that paper and if Connors comes back, I'll give it to him."

Peter nodded. "Thanks." He walked out of the room with a bewildered look. He couldn't believe his teacher had gone missing. He had to look into this. Giant lizards had to wait.

He swung in his suit quickly through the city and arrived at Connor's house. He knocked on the door, and after a few moments of waiting, Connor's wife opened the door, she had been crying and wiped tears off from her face. "Spider-Man?" she asked in tears.

"Yes... I'm sorry to bother you... I can see you're upset right now.. but I need to talk to you."

She nodded and wiped more of her tears off, letting him in.

Martha sat down on the couch while Peter stood up.

"Is there anything you can think of as to why your husband is missing?" he asked.

She kept crying, but tried to talk. "Well.." she began shakily. "Recently, he's been getting more and more depressed about only having one arm... I.. I don't know if that has anything with his disapperance or..if it's something else.. last time I saw him he left for work and said he was gonna stay late to work on something..." she stopped and started sobbing, Peter sat down on the couch next to her and patted her. "Hey, it'll be okay. We don't have to talk about this now, but it'll be help me find your husband. Have you heard anything about these giant lizards running around the city? I know that sounds crazy but..."

She cut him off. "Yes.."

"Do you think one of those could have taken him?" He asked.

She looked down on the floor and started crying harder.

"Good going, spidey.." Peter mumbled to himself.

"Listen.. I'm so sorry.. I promise you, Mrs. Connors, I will do everything in my power to find him."

She nodded as she wept. "Thank you..." she managed to say.

"It's no problem." He replied softly.

Just then, Billy walked in. "S-Spider-Man?" he asked. From the looks of it, Billy had been crying himself.

"Uh, hey kiddo.." He told him.

"I can't believe it! I've always wanted to meet you." He told him.

Peter smiled underneath his mask. "Well.. glad you got the chance, buddy."

"Are you... can you... are you gonna help me find my dad?" he stumbled, shedding a few tears. He wiped them away and started to sob like his mother. "I.. I really miss him, Spider-Man..." he said as he cried.

Peter frowned underneath his mask and kneeled down to Billy. "Listen, buddy... I will do _everything _in my power to find your dad. I_ will_ find him. I promise him. Unless.." Peter was about to say _unless he died_ but decided to not say that in front of the kid.

"Unless what?" the kid asked crying.

Peter didn't want to give the kid false hope, but he didn't want him to be sad.. he paused for a minute. "Unless nothing. I'll find him. And I will never stop looking until I do. Don't worry, bud. You'll see your dad again. I know what it's like to live without a father, actually. Just saying to let you know that.. I know what you're going through... but I will find him."

Billy nodded. "Thank you, Spider-Man."

"Listen.. what's your name?" Peter asked.

"Billy." He replied.

"Listen, Billy... do you know of anything that could explain why your father is missing?"

Billy shook his head, tears still streaming down his face. "Well, thanks anyways. Don't worry. He won't be missing for much longer. Bye, Billy. Bye Martha. I'm sorry this happened. Stay safe." Peter said. He then jumped to the window and looked at them. He waved and jumped off the building, swinging.

He got back in his apartment, still in his suit, but with his mask off. paced the room in thought, sighing, until he got a phone call from MJ. He picked up his phone. "Hey." he greeted.

"Hey.. um... I'm in Central Park... where are you? Did something come up? Because you're about 30 minutes late."

"Oh, man! MJ, I'm _so _sorry, I'll be there right away! Something _did _come up, I completely forgot! I'll be right there!" He hung up and put on his jacket, putting his phone in his pocket.

He ran up to MJ. "Hey... sorry I'm late.." he said.

"It's okay, Tiger. I understand. What happened anyways?"

Peter sat down on the bench next to her. "Well... it's Doctor Connors.. he went missing recently.."

"Your teacher?"

"Yep... not to mention, there's been giant lizards roaming around. Matter of fact, since then, there's been a lot of other people missing. I wouldn't be surprised if Connors is tied to that, I almost gurantee it."

"Giant lizards?" MJ asked with a raised eyebrow.

"Yes.. Jameson told me to take some pictues of them. I saw one of them. It was huge... pretty scary... I just wanna know where they came from. Not to say I'm too surprised... all the weird stuff seems to happen in New York."

MJ giggled. "True, true.."

"I just hope I find him... I went to see his family. His wife was devastated... so was his son. His son's only 10... I came as Spider-Man.. he was so excited to see me.. he seemed convinced I'd find his dad.. I'll feel awful if I can't. Connors is a good man. I consider him a friend... if I don't find him.. that's another friend lost. I can't take much more loss, MJ... I just can't.." Peter explained.

MJ frowned and rubbed his shoulder to comfort him. "I know you can find him."

"What if he's... dead?" Peter asked.

MJ shrugged. "I don't know... I wish I knew what to say..."

"It's okay, MJ.. don't worry about it. I'll figure it out... you know what? As soon at this date is over... I'm gonna go to his lab to see if I can find any clues or traces..."

And that he did, he arrived in his regular clothes, it was night time. The college was mostly empty, but Peter didn't know of any other time to come look. He couldn't believe his luck when he saw that Connor's door was already open. He slowly walked in and looked around. He walked in it for a bit. "Anybody here?" Peter called out. "Hello?"

He waited for a few more seconds, but then his spider sense started to tingle, he panicked and looked around. A few feet away was a large figure... Peter couldn't make out what it was, but it was big.

"STAY BACK, PETER!" it hissed. It leaped up and landed on the desk, Peter couldn't believe it.. it was one of the giant lizards. It roared then leaped into the hallway and quickly crawled away. Peter rushed out of the room. "Dr. Connors?! Is that you?!" He exclaimed. He looked around. "Where'd he go? What the heck is going on..." he muttered to himself.

He took off his regular clothes and changed into his Spider-Man suit, he started sprinting after the Lizard. "Doc?! Doc?! Dr. Connors, is that you?!" He yelped out. He kept running around the school, anxious to find him. He finally found him, he was now slowly walking, but he turned around. "SPIDER-MAN?!" it hissed. He then roared again and started running, Peter followed suit, he ran out of the school and Peter started web slinging rapidly through the city, following him, he kept chasing him for a bit, but then the Lizard went into an alley. Peter leaped into the air and landed on top of the building, he was now nowhere to be seen. "What the.. where'd he go?" Peter asked himself.

He jumped down into the alley and looked around. He then spotted a sewer pipe. "Hmm." He took the sewer pipe off and looked down. "I can't believe I'm about to do this.." he said to himself. He then jumped down into the sewer, free falling, he then spun two webs and was now hanging upside down. He then started descending much slower on his web. He was now in the sewer. He got off his web and landed down, looking around. He decided to start swinging around in the sewer tunnel, looking for anything that might lead him to the Lizard. It didn't take him very long, he came across several giant lizards biting into a human civillian. Peter gasped and webbed up to the the lizards to stop them, but it was to late, the civillian gasped and slowly started transforming into a lizard himself. Peter gasped at the transformation, it started roaring with its new lizard family. Peter shook his head. "My god..."

Next, the Lizard with the ripped coat Peter saw in the lab jumped up to them and examined the new Lizard, it roared and hissed. But soon, the lizards spotted Peter and they hissed, they started jumping up to him, but the one with the lab coat stopped them. "STOP!" he hissed.

"I'll look at him.." he hissed again. He leaped onto to Peter, who tried to dodge but it was to late. Peter gulped in fear. The Lizard then started sniffing him. While it did this, Peter noticed the lab coat's name tag. "Dr. Curtis Connors..."

"Dr. Connors.. my god... what did you do?" Peter whispered to himself.

He lifted up his large, scaly hand but Peter webbed his face to him and punched it, then kicked him off, Connors groaned and his fellow lizards started running up to Peter. "Oh boy.." Peter said to himself, he then started swinging away rapidly, the lizards started chasing him and he kept swinging, he found the ladder and climbed up to it rapidly, he jumped up and was now back in the alley, the lizards followed but Peter but the pipe back on. Peter feared they would come back up, but they didn't. He lifted up the pipe to see if they were gonna follow, they were gone. He sighed and closed the pipe back on to the sewer.

Later, he swung slowly through the city and called MJ. "Well uh... I found Dr. Connors..."

"Really?! That's great!" she replied.

"But... uh.. he's kind of... transformed himself into a giant mutant lizard and by the looks of it, is taking random civillians and doing the same to them... I'll probably wait to tell his family."

"What? Why... why would he do that?"

"He wouldn't... I think he's changed himself and it's messing with his brain... I gotta get to the bottom of this, and maybe try to find a cure for him. But I've gotta stop him.. he might turn the whole city into a lizard zoo..."

"Oh god.. you'd better do something quick..."

"I know... I'd better get going, MJ. I gotta stop him as soon as possible. I'm gonna go back to his room and see if I can find something."

"Okay, see you later, Pete. Stay safe.. love you."

"Love you too." He hung up and started swinging back to the college. He jumped up to a window and started looking around the room. He noticed there was a mess. He kept searching the room and turned his head. He noticed the two lizards. "Well... what do we have here.."

He kneeled down to look at the two reptiles. "So these are the two little guniea pigs?"

He looked at them for a few more seconds, then looked around the room. Then, he found Connor's camera on the floor. "Hmmm.."

He picked it up and messed with it, until Connor's video started playing.

"Hello, whoever it is that sees this. Uh.. my name is Curtis Connors. The time is 9:47 P.M. What I'm about to do.. usually I'd call absurd. But...I can't take this any longer. For too long I've been dealing with this. Having only one arm. I intend to fix this. Through cross-species.. I think I have discovered to re-generate limbs through Lizard DNA. This could change the world. If this works, imagine the possibilites. We could cure so many dieases. No more outcasts. No more sickness. No imperfection. Everything could be _perfect._ Everyone would be_ perfect._ No flaws in the human body. If what I'm about to do works, you're witnessing a scientific breakthrough. If it doesn't.. this could be my death caught on tape. If my family comes across this... I'm sorry if I didn't make it. But I can't take this any longer. It needs to be done. In 1. 2. 3..." Connors injected himself and started shaking, then accidently knocked off the camera.

Peter watched in amazement as the camera was knocked off by Connors, the video stopped. This was the best clue he could ask for. He looked around the room, beakers and test tubes were everywhere. He knew what he had to do. He had to reverse this... make a cure... but it wouldn't be easy. He looked around the room. There were samples in test tubes. He took all of the test tubes and beakers. He didn't have anything to carry so he just tucked them under his arm and web slinged away with them. He flew into his apartment and put them down under the table. The next day, he walked around, now in his normal clothes to find things to create his own lab. (Note: In the film, this would be presented through a montage.)

He found various things around the street and alleys, taking all of them with him. He had so many things in his arms at one point, it became awkward when he took them into his apartment. Ursala opened the door. "Hi, Pete.. um.. what are you doing?"

"Uh.. I'm just um.. making.. I'm doing a little... lab experiment.. you could say." She nodded and he went back into his room. Now, he had enough to complete his new little home made lab. He put everything together and started researching, now was the time to put his smarts to use...

He spent half a day working on it, and he was amazed at how quickly he was done. "Hope this works..." he said to himself. He then created a belt with different caspules, putting different sets of the cure in it. He put the belt on his suit.

He then put on his suit and swinged away until he found an alley. He searched for a sewer pipe. As soon as he found one, he took it off and jumped down into it, he spun two webs and slowly descended upside down on them, he looked around the sewer. This was a different area then before. He started spinning several different webs, connecting them together. He now had a giant web trap. He sat down in it and looked around. No lizard in sight. So he decided to wait. He laid in his web, bored. But his boredom only lasted a few minutes, soon.. he could see several normal sized lizards that started to go onto his web. He looked around, confused, and started to search for any sign of a giant lizard. Soon, his spider sense started to tingle and he saw a big, green, scaly tail. He gulped and then it leaped and Peter jumped off the web, it was now in his web. And it was Connors! Connors roared and growled and started to writhe around, attempting to escape from it, but the web was too sticky. Soon, Connors started to slash through it, tearing through it easily, until there was only one last thread. Connors started at Peter. "SPIDER-MAN!" he exclamied. He leaped from that thread and at Peter, who leaped out of the way. Connors roared and growled and pounced at Peter, but Peter jumped up in the air and started to climb on the ceiling of the sewer, Connors growled and then jumped up to the ceiling, slashing at Peter, Peter gasped out in surpirse and started climbing rapidly, awkwardly dodging Connor's attacks.

"Hey! Climbing walls is my thing, lizzy, you start spinning a web and I'll sue!" Peter cried out, trying to ease himself with humor, he leaped off the ceiling and Connors did the same, Connors got into an attack position, and Peter jumped through his legs, but Connors grabbed Peter by the leg and smashed him into a pump in the sewer, it started leaking from the impact and Connors threw Peter to the ground, Peter quickly jumped up and webbed the leak, but Connors grabbed Peter by the hand, squeezing his wrists, Peter groaned out in pain and Connors pulled back his other hand, about to attack, Peter was about to web his hand, but Connors realized what he was about do and threw him into the sewer water, Peter spun a web to break his fall, but his web was broken by a pipe in the sewer and he fell in the water.

"Ew! Sewer water! Oh gosh.. this is disgusting.." Peter complained to himself. Connors growled and jumped into the water and was about to attack, but Peter grabbed him by the throat and jumped on him, then flew into the air and spun a web, he then swinged and kicked Connors to the ground. He didn't want to hurt Connors, but wanted to do get him where he could inject the cure into him. Peter pounced on him but Connors through him against the sewer wall, slashing at him. Peter cried out in pain, his suit was now ripped and he bled from the horrible scratch, Connors continued to slash but Peter dodged this time, jumped on him again, but Connors grabbed his wrist and threw him several feet into the sewer water. Peter groaned and Connors jumped up high in the air and pinned Peter down, he showed his long tonuge and opened his mouth, he was about to bite down into Peter but Peter head-butted him and webbed a sewer pipe, it was ripped off and fell on Connor's head, Peter jumped up from Connor's grasp, and when he wasn't looking, Peter took out the cure, Connors charged up at Peter, Peter lifted up the cure and jumped up, he was about to stick it in Connor's arm but he grabbed the cure and smashed it, then punched Peter right in the face, and Peter flew a few feet and in the sewer water.

"Where did you get that?!" he hissed.

"I have my ways..." Peter replied.

"You think you can cure me?! You won't! Soon, everyone will be like me. Including you, Spider-Man!" he exclaimed, jumping at him, reaching his arm back. Peter panicked and jumped up, spinning a web, hanging from it, then spinning a web at Connor's arm. Connors ripped the web off and picked Peter up, then threw him hard, sending Peter flying through a sewer hole and into another area. He rubbed his head in pain and looked up. There were several different lizard minions.. Peter gulped, knowing he couldn't take all of them on, he then web zipped away but Connors flew at him, but Peter dodged and slinged away, leaving Connors to fall down on the ground. Connors shook his head and looked at his minions. "GET HIM!" he hissed.

Peter panicked and kept web zipping away, swinging through the sewer until he found the ladder, he climbed up it but then, his spider sense tingled, he looked around to find nothing, but then Connors grabbed him from behind and started to tear at his suit. Peter yelped in pain, Connors tried to get Peter back down in the sewer. Connors then ripped off Peter's mask and turned him around.

Connors hissed. "PETER PARKER?! YOU'RE SPIDER-MAN?!"

Peter punched Connors in the face and webbed his mask back to him and put it back on, he flew up in the sewer and hurridely closed the lid, running out of the alley and swinging away. "Well... that didn't work.." he mumbled to himself, clutching his stomach, in pain from what Connors did to him. He flew back in his apartment and took off his mask, then looked in the mirror at his wombs, his suit had several small holes, and one large one in the middle. He sighed and rubbed his wombs. He'd clean them later. He then fell on his bed, exhausted from the fight.

Connors groaned and stopped his minions. "STOP... he's not worth it.. I have more important things to do now.. I need to finally see my family.." he hissed.

Martha Connors and Billy Connors lay on their couch, they felt so lonely without Curt. They were still depressed, and cried often. Connors snuck around the city, trying not to be seen, until he made his way to his house. He peeked through the window and saw them crying on the couch.

"Billy... Martha..." he cried out to himself. After a few moments, Billy looked out the window and saw Connors, not realizing it was his dad, screamed. "Mom! It's one of those giant lizards!"

Martha opened her eyes and screamed. "Oh my god!"

Connors went up the door and punched it off with strength and looked at them, hissing. They screamed and ran up to the bedroom, Martha grabbing Billy's hand!

"WAIT!" he hissed out.

He ran up the bedroom they were in, they screamed in fear.

"Martha, Billy!" he exclaimed.

Martha and Billy started crying. "How do you know our names?!" Martha cried.

"Martha! It's me! It's Curt!"

"NO! You're not Curt! Go away!"

"No, Martha, it's really me!"

Martha then noticed his name tag. "C-Curt?!"

Connors nodded. "Yes, it's me!"

"What... what the hell did you do to yourself?!

"Martha, I know you're afraid but it's okay! I grew back my arm and this happened! Isn't this great? I can do more things with you, now! Now everyone will be perfect, no one will be different. No more sickness! No more disease! Come on with me, I can change you both and we can be happy like this! We could even be immortal!"

"NO! You're out of your god damn mind, Curt! Are you crazy?! Look at yourself! You're a monster! Look at what you did! I want my husband back!"

"Martha, please! Just let me change you and Billy! Billy... you understand, right?"

Billy shook his head, crying, leaning into Martha.

"I can't believe you, Curt!"

Curt hissed and shook his head. "No! You're going to come with me!" He grabbed them and then carried them away, running to the sewer, jumping around as they screamed, but civillians noticed, and cop cars started chasing him, he roared at them and ran into Central Park, but Martha and Billy fell off of Connor's back, they then ran away from him. "WAIT! MARTHA! BILLY! PLEASE!" But the cop cars started closing in and Connors crawled away.

Meanwhile, Peter was about to finally get some rest.. but his police scanner started. "I need back-up in Central Park! It's one of those god damn giant lizard things!"

Peter groaned and put his mask and belt back on his suit (which was still ripped), swinging away. He quickly made it to Central Park and looked for Connors. He walked around the park, but didn't find anything. Then, his spider sense went off, he turned his head and saw Connors closing in on him. "Leave me alone... you're the bad guy here, Peter.. I'm doing this whole city a favor!"

"No, Doc! You're not! You're not sure if the serum you took is even safe! You're doing this against people's will! You're not even giving them a choice!" Peter argued.

Connors growled. "I'M DOING THE RIGHT THING! THEY'LL THANK ME LATER!" Connors then swung his tail at Peter, who jumped, but this caused a tree to fall over.

"Good going, Parker... god, I suck at this!"

Peter jumped up and grabbed Connor's tail, Connors then slapped Peter away and Peter flew up in the air, he grabbed a tree branch and Connors ran away. Connors chased after Martha and Billy. "MARTHA, BILLY! I didn't mean to frighten you! Come back!" He yelled out.

Peter web zipped after him and grabbed Martha and Billy, swinging away. "Got you!" Peter then put them down next to a tree and Connors roared loudly.

"PARKER! GET YOUR HANDS OFF OF THEM! THEY ARE _MY _FAMILY, MINE! AND _NO ONE _IS GONNA TAKE THEM AWAY FROM ME!" Connors exclaimed.

"Stay here..." Peter told Martha and Billy.

Connors roared, but just then, the police came up behind Connors. "Freeze!" they commanded.

Connors roared at them and they began to shoot.

"No! No, don't shoot him!" Peter pleaded.

The cops ignored him and continued to shoot at Connors. Connors put his arm over his body and roared at the cops, then jumped to Billy and Martha, scooping them in his arms and running away.

"Damn! If I had just put them in a safer spot!" Peter exclaimed, he shook his head and swung away, trying to find him, he web zipped rapdily, desperately trying to find them, but he couldn't and gave up, then went home, taking off his mask and slouching back down in his bed, drifing off to sleep...

"What am I gonna do.." he asked himself.

The next day, he was back in his normal clothes, at his desk, reading a book.

He got a knock. "Come in!" he told them.

It opened and it was Ursala. "Hey, Pete... um.. your friend, uh... his.. butler I think it was called, he wants to speak with you."

Peter nodded and smiled at her. "Oh.. uh, thanks!"

He got up from his seat and grabbed the phone. "Hello?"

"Hello, Peter. It's Bernard. How have you been?"

"Oh, hey Bernard... I've been alright, just busy.. how about you?"

"Still kinda grieving, to be honest... I'm actually just now starting to get rid of some of Harry's stuff... I tried numerous times before.. but it was too much.. but it needs to be done. I was wondering if you could help me."

"Of course, I'll be there soon."

"Thank you, Peter."

"Anytime." Bernard hung up and Peter sighed, putting the phone back up. He leaned against the wall and sighed.

He arrived at Harry's old mansion. He looked up at it in sadness. He hadn't been here since Harry's death.

He knocked on the door and Bernard answered. "Hi, Peter. Come in."

They walked around the mansion, Peter sighed. He looked over and noticed the glass was still broken from when they fought.

He sighed again. "Most of his stuff in here, in the living room. You knew him best, almost more than me.. so I guess you can figure out what's his.."

Peter nodded and Bernard went to get stuff from another room. Peter sighed. All this brought back memories. Good and bad. He decided to focus on the good. He then started to think of a certain memory.

It was when they were about 6. Peter looked around the room in amazement. "Wow, Harry... this place is huge! It's way bigger than Uncle Ben and Aunt May's house..."

"Yeah, but I'd take your aunt and uncle over my dad anyday.."

"Come on, Harry. What's so bad about your dad?"

"Of course you'd say that... he loves you. If he had his way, you'd be his kid... not me.." Harry looked down on the floor.

"Don't feel like that, Harry. You've always got me. I'm your family."

"Thanks, Peter."

"Come on... let's go some ice cream.. that always cheers you up. And maybe play some video games..."

Harry smiled. "Alright, Peter. I don't know what I'd do without you, Peter."

Peter smiled. "Same to you Harry..."

Harry then got a sheepish smirk. "Last one to the fridge is a rotten egg!"

Peter laughed as Harry ran, he chased after Harry.

Peter, now an adult, smiled at the memory.

He paced around the mansion, thinking of all the good times they had with each other as he put different stuff of Harry's stuff in boxes. He then found the basketball he gave to Harry shortly after he lost his memory. With a depressed look, he put it in the box. He found a picture of them when they graduated high school. He chuckled at it, putting in the box.

He finished packing things into the box. And walked around, then found his old New Goblin lair. He frowned and walked through the still broken glass, looking at all the pumpkin bombs on the floor.

He started thinking about his death and shook his head.

"Hey, Harry.." he said silently to himself. "I'm not really at your grave or anything but.. while I'm here I guess.. I just need to talk to you. I was thinking about our childhood... good times. Before everything went crazy, when we were innocent.. god, I miss those times... I just wanna say I'm sorry. I'm sorry I couldn't save you. All of it was my fault... Uncle Ben dying was my fault.. shouldn't have let that robber go... that robber's death was my fault.. if I hadn't of scared him he wouldn't have fallen.. your father dying was my fault... if I was faster I could have saved him from the glider... Doctor Octavious's death was my fault... I should have helped him take down his machine... Eddie's death was my fault... I should have gotten him out of the way of that bomb... and of course... your death was my fault. I could have acted faster. I could have not messed with that black suit... but I did. I'm the worst hero ever. I'll bet almost anyone else who would get these powers would do a much better job... I'll never be a perfect hero... I let you down, Harry. I'm sorry. But you forgave me. I didn't deserve forgivness... and now... I'm afraid Connor's dying will be my fault. Or all of New York... I miss you so much, pal... life would be so much better with you here... bye for now, Harry.." He finished talking and paced around the room more. After a few moments, Bernard entered. "Hey... I think I got everything packed, Peter. Thanks for your help..."

"No problem, Bernard... now that Harry's gone... what are you gonna do?" he asked.

Bernard shrugged. "I don't know.. probably become someone else's butler... but no one could replace Harry. I knew him since he was born. I always took care of him. I was like his father, because Norman was always busy and never here... losing him was like.. losing my son... he was always lonely. And I just want to say thank you, Peter. For sticking by his side. I appreciate that."

"No problem, Bernard. Harry was a great friend... least I could do.."

Bernard nodded. "Well... I gotta get going now, Peter. I'm not sure I'll ever see you again so... I've enjoyed your company. I hope life treats you well, Peter."

"You too, Bernard. Good luck with your life... take care."

"Thank you, you too. Goodbye, Peter."

Peter then walked out of the door. "Goodbye, Bernard."

Peter then took one more look, and closed the door. But as he did so, he swore he could hear the faint laughter of the Goblin... he raised his eyebrow and shook his head. The ghost of the Goblin would forever haunt the mansion, and Peter as well.

He walked outside and took a look at the mansion. He sighed then started walking.

Later, Peter and MJ were out for a walk. "You okay, Peter?" she asked.

"I'm fine... I just... I went to Harry's today... to help his butler clean out the place... brought back so many memories.."

"Oh..."

"Yeah... it made me think... I've failed to save so many people, including Harry. What if I can't save Connors? What if I can't save New York? What if I can't save Marko's daughter?"

MJ frowned. "You know what I think you should do?"

"What?"

"Go talk to Aunt May. Didn't you say she always makes you feel better?"

"But she doesn't know I'm Spider-Man... how can I talk to her?"

"I'm sure you'll find a way.."

Peter nodded and later rang Aunt May's doorbell.

Aunt May opened and smiled. "Peter! I haven't seen you in a while! So glad you decided to drop by!" She hugged him tightly and Peter smiled. They sat down on the couch.

"So uh.. I went to Harry's today." He told her.

"Oh?"

"Yeah.. I helped his butler clean out his stuff... it brought back a lot of memories... I feel guilty... I feel like I could have helped him.. helped Harry before he died... and lately, I've been thinking... been obsessing over perfection. I'm always thinking of something I could have done better or how I could prevent something.. I feel like so many things are my fault.. Uncle Ben dying.. Harry dying.."

Aunt May frowned and rubbed his leg. "Peter... you did the best you could do. You're only human. And every single human being makes mistakes. No one is all knowing. No one can do everything. So what life isn't perfect? If it was perfect, it'd be rather boring, wouldn't it? Imperfection makes life better. Gives you something to laugh over, to learn about. Nothing is perfect. There will always be flaws. And that's the beauty of life."

Peter nodded and smiled slightly. "You know what Aunt May? You're right... that made me feel better... you always know what to say." He hugged her tightly and she smiled.

"Well, thank you Peter, least I could do. And listen Peter, you may not be perfect, but no one is. You're the closet thing to perfect I can think of. You're special, Peter. I know it. You can do amazing things. No one could take your place. You're capable of more than you know."

"Thanks, Aunt May.."

"Anytime, dear.. oh, by the way, are you ever gonna propose to MJ? How are things going with her, anyway?"

"They're going great, we've patched everything up... I think I'm gonna do it pretty soon."

"I sure hope so! Do you still have the ring?"

"Yep!"

Aunt May smiled. "Wonderful... oh, by the way... I heard about your teacher, Doctor Connors going missing.."

Peter frowned. "Yeah.."

"Do you think it has something to do with those giant lizards people are going on about?"

"Probably... which reminds me.. I'd better get going, Aunt May. Nice talk.. I promise I'll visit you again really soon." He got up and kissed her cheek.

When Peter, got home, it was night time, he hadn't been so confident in a while. His police scanner started. "All units, please respond! There's several of those damn lizard things! They're all around the city, they're in a group!"

"Bingo..." Peter said.

He put all of the cures he made in his belt and put it on his suit, then his mask. He leaped out of his window and free-falled, swinging away. He swinged to Flint Marko. He jumped on his fire escape and knocked on the window. Flint was again next to his daughter, he opened the door. "Hey, Spidey. What's up?"

Peter got through the door and nodded at him. "You know how you said you'd repay me someday, somehow?"

He nodded with a curious look. "Now's the time." Peter told him.

"What is it?"

"You know those giant lizards going around?"

"Yeah..."

"I need you to help me fight them."

Flint looked hesitant. "Please... I understand if you can't.. but... I can't take them by myself. I'll get creamed. They have a leader. He's transforming innocent people into giant lizards. See this belt?"

Flint nodded.

"This is the cure. If I can inject this into the leader, and it works, he can change all of them back to normal. Interested?"

Flint nodded and said the same thing he said to Eddie, the same way.

"Yeah."

"Alright, daddy's gonna go save the world!" Penny exclaimed.

Flint smiled kneeled down and smiled at his daughter. "Penny, go downstairs to your mother and tell you where I'm at. If I don't come back, I love you."

Penny nodded. "Love you too, daddy." she hugged him and left the room.

"Ready?" Peter asked.

Flint nodded.

"Let's get to it!" Peter leaped out of the window and started web slinging around the city, Flint transformed into sand and quickly followed him.

"Follow me!" Peter told him. "And tell me if you see a group of giant lizards!"

He swinged with Flint for a while, until he spotted them causing havoc in the streets. "There they are, come on!" Flint followed Peter and they dropped down in the city. Flint then started smashing them with his sand powers, while Peter webbed and punched them. This continued for a few minutes. They were smaller than Connors, so weren't as difficult to fight, Peter kicked one into Flint and Flint smashed it, knocking it out.

"Behind you!" Flint exclaimed. Peter's spider sense tingled and he leaped up high, he webbed the lizard and threw it into a wall, Flint then ran up and smashed it. Next, a lizard threw a car at Flint, Flint transformed into sand and jumped up in the air, dodging it and Peter caught it, throwing it back at the lizard. Then, they noticed a bus with different lizards on it, they were smashing the windows and snapping at people, attacking them.

"Let's go!" Peter called, he and Flint jumped on the speeding bus, it was out of control, Flint smashed every lizard he could as Peter held them down, webbing their eyes so they couldn't see Flint's attacks coming. Soon, all of the lizard's were off the buss and out cold, and Peter leaped to the window and the bus stopped. Peter motioned for the driver to open the window. (Note: This driver is Bruce Cambpell.)

The driver opened the window. "Spider-Man? What the hell is going on here? All these freaking giant lizards everywhere.."

"Well, I'll explain that another time. Me and Sandman will take care of it. Listen, while I've got you... I want you to do something. Pick up every civillian you can find and put them to this bus, and drive around while we take on the lizards."

"Are you crazy? Then all of those green mutant things will just get on the bus."

"No, they won't, we'll hold them off. Just trust me."

The driver tolled his eyes. "Fine."

He drove away, then noticed there were lizards in front of the bus. He sped up and ran over all of them. Peter gasped and web zipped up to him, motioning him to open the window again.

He groaned and opened it. "What the hell do you want this time?!"

"Don't run over them! They're actual people, we have a cure here that will put them back to normal!"

"FINE!" the driver exclaimed, he then started driving again.

Peter sighed and looked at Flint. "Let's keep moving." Peter swung around with Flint and then noticed that on a building, there were a few lizards about to bite a human. Peter panicked and web zipped up to them, Flint flew to them and punched one of them hard, and Peter web kicked one of them. Flint tackled one to the ground and started beating on it until it was knocked out. The civillian looked at them. "HOW AM I GONNA GET DOWN?!"

"Don't worry, sir." Peter grabbed him and jumped off the building, the civillian screamed but Peter web slinged and looked for the bus. He found it and motioned it for it to stop. "Found one!" Peter told him, putting him in the bus. The driver nodded. "Alright! Good."

But then, the lizards started charging at the bus, one tackled Peter and one tackled Flint, but Flint transformed into a grain of sand and went to the one on Peter, knocking him out. The driver backed up and drove away fast from the lizards. The lizards started to chase, but then, a loud roar was heard. The lizards stopped and turned their heads, then started crawling away in one large group.

"What the.." Peter muttered.

"Come on, let's go!" Peter told Flint.

They web slinged and flew through the city, following the lizards. Peter and Flint were confused, but kept following them until they went into the New York zoo.

"I got a bad feeling about this!" exclaimed Peter. As soon as all the lizards were in the zoo, Peter and Flint walked in slowly, looking around them with caution. It looked almost destoryed, in ruins, no animal in sight... not even a giant lizard in sight. "This place... I guess the lizards have had like this for a while... made it look so old..." Peter told Flint.

They kept looking around, and were next to the water. Then, Peter's spider sense started to tingle, he didn't see anything though, but then something reached out and pulled him into the water. It was Connors! Peter started to write around as Connors tackled and choked him, but Peter's feet reached out and kicked him, he tried to web to something, but underwater, it was usless, Connors grabbed him by the foot as Peter tried to breathe. Connors threw him to the bottom of the water and tackled him. Peter struggled, but to no avail, Connors then opened his mouth and went to bite him, and Peter could do nothing about it, Connors bit into Peter's neck and Peter screamed. Connors backed away and Peter knew what was about to happen, he was gonna transform.. but then he remembered.. he had his belt! He took one his antidotes and put it in his arm before he could change, Connors looked on in anger and roared, Peter quickly swam up to the surface and web zipped up the air as he fell, trying to breathe. Flint kneeled down. "Spidey... I'm so sorry.. I tried to help but.. I would have just melted."

"It's okay, Flint. I understand." Peter said as he coughed up water, choking.

"You gonna be okay?"

"Yeah... I'll be fine." He shook his body and got some water off of him. "I guess the antidote works... he bit me but I took the serum, and nothing's happened.. so I guess it works.."

Then, Connors jumped up from the water, his scaly body now wet, he roared and found a nearby bench, he picked it up and threw it, Peter, who was still on the floor and recovering, didn't dodge in time and was thrown back, the bench crushing him. Peter groaned in pain and lifted it up, throwing it to the side.

"Connors! Try to reason with me... look at all this damage you've caused... your family is in pain, Connors... you have to stop this!"

"They won't be in pain for much longer..." Connors hissed. "I'll bite them as soon as I find them.."

"We'll see about that.." Peter said.

"YES WE WILL!" Connors roared and called for his minions, they quickly crawled next to him and Connors jumped at Peter, tackling him. "GET HIM!" he hissed at his minions. They obeyed and came up to him, but Flint smashed Connors off of Peter and then started smashing his way through the minions.

"Spider-Man! You fight the big guy, I'll hold off his pets!" Flint called out.

"Are you sure?" Peter asked.

"Yes!"

Peter nodded and looked for Connors, but he was gone. Peter then went to search for him, running through the zoo. He jumped onto a large brick wall, and spotted Connors on top of it. He gasped in surprise and Connors leaped at him, Peter spun a web and grasped on to it, but Connors knocked him off, Peter fell but his foot caught the web, Connors climbed down to him. (Note: This shot is a replica of the cover of Amazing Spider-Man Issue #6.)

Peter put himself back on the web and grabbed Connors by the tail and kicked him down to the ground, Connors groaned in pain and Peter fell on Connors, he reached for the antidote but Connors grabbed him by the hand and threw him up high in the air, Peter spun another web, and Connors knocked Peter by the tail on the floor, Peter fell a few feet away and Connors charged at him, he then ripped off Peter's belt and threw it high in the air. "YOU'RE NOT STOPPING ME NOW, PARKER!" Peter jumped up in the air and webbed his back, but it was usless as Connors grabbed the web and started spinning it with Peter in the air, Peter went in circles rapidly as Connors spun it, then Connors threw it, causing Peter to go flying and he landed with a thud on the ground, Connors crawled up quickly to him, slashing at him, but Peter barley dodged it and Connors fell on the ground, Peter web zipped away but Connors pounced at him, like a cat, but Peter web zipped quickly again.

Peter then started crawling on the walls quickly and jumped off of it and started spinning several webs, grabbing his belt all the while. Connors looked in confusion until he made a trap similar to the one at the sewer, but it was made useless when Connors charged through it, slashing it, but it was in his eyes, as Peter planned. Peter then hopped up onto Connors and webbed his eyes, Connors groaned in pain and started flaring around, then Peter started webbing him everywhere until Connors was now in a web cocoon, all but his tail, he started attacking with his tail knocked Peter over, Peter grabbed his tail, but Connors used his tail to slap Peter against the wall a few times, Peter gasped in pain and jumped off, then grabbed Connor's tail again and put it around his body, webbing it up. Then, Peter jumped on the wall and put his feet out, kicking Connors to the ground as he webbed him to the ground. Peter then quickly took his belt and took the antidote out, he jumped on Connor's, who started to escape Peter's web, but Peter quickly slammed the antidote in, but Connors slashed the web with one arm and squeezed Peter's hand, doing everything he could so it wouldn't go in to him. Connors managed to snatch the antidote and smashed it.

"Darn!" Peter cried out. There was only one more antidote left.

Connors then broke free of Peter's webbing and jumped at him, Peter jumped and spun a web, hanging from it as Connors bit at him in the air, Peter jumped off his web and Connors jumped at him, Peter looked up and webbed at Connors who was in the air, and threw him into the wall. Connors roared and charged at him in anger, grabbing him by the foot, spinning him around, and throwing him in the air, Peter was high up, he was surprised at how far Connors threw him. He eagerly spun webs everywhere until he found something to web to, then slinged back to the ground, searching for Connors.. but he was gone.

Peter shook his head, putting his belt back on, and ran through the zoo, trying to find him, he then heard a roar just outside the zoo. He ran to where he heard the roar and looked around. "Connors?! Doctor Connors?!" he yelled out.

He then found Connors closing in on Martha and Billy.

"Daddy... please stop.. me and mom don't wanna be lizards.."

"Curt! Stop it RIGHT now, damn you!"

Connors growled. "NO! THIS IS WHAT YOU NEED! WE NEED TO BE HAPPY! WE NEED PERFECTION!" Connors roared, and just then, the cops arrived in their cars. And not just the cops, a whole swat team that descended from several different helicopters.

Connors roared and then one of they all started shooting at Connors.

Martha, Billy, and Peter cried out for them to stop, but they ignored their pleas.

Connors roared and grabbed Martha and Billy, running away quickly. Peter followed... he didn't have time to tell Flint.

He web slinged after them and Connors was now on a large building. Peter flew up to it and landed on it. "LEAVE US ALONE, PARKER! YOU'RE RUINING EVERYTHING!" Connors grabbed Peter and then stabbed him with sharp nails, and Peter fell off the building, but grabbed a ledge.

A news helicopter then started filming.

"Below us, when can see one of the giant lizards that have been reported by civillains, sewer works, and was reported on by the Daily Bugle with exclusive picutures .. this one seems to have ripped clothes on it and it's bigger than the others, Spider-Man is hanging off the building... and it appears that the lizard has hostages." Connors roared at the helicopter.

Peter slowly made his way back on the building, cluching to where Connors stabbed him in pain.

"Daddy! You hurt Spider-Man! Please stop this! Stop it, dad!" Billy cried out in tears.

"Curt, you have the god damn swat team on you for god sake's stop this!"

Connors roared in response, and then, the swat team started shooting at him, Peter webbed Martha and Billy to him and jumped off the building, slinging with them. Peter dropped them off at the street. "Stay here." He commanded. They nodded and Peter swinged back to the building and stopped half way, climbing on it, Connors then fell from the bullets hitting him, Peter gasped and caught Connors with his hand.

"Doc! Look at this! The swat team is after you! You need to stop!"

"No, Peter! Why don't you understand?! NO MORE DISEASE. NO MORE SICKNESS. NO MORE OUTCASTS. WE CAN BE QUICKER, STRONGER, MORE AGILE, WE CAN BE IMMORTAL, WE CAN BE PERFECT!"

"No, Connors! Perfection isn't possible! Imperfection is what makes life beautiful! It makes it special! If we were all immortal, life wouldn't be special. You need to focus on _how _you live your life, not how long it is! You're just wasting it all away, then!"

Connors didn't reply, and Peter took the chance, he slowly grabbed the antidote. This was his last chance. He stabbed Connors and Connors yelped out and his eyes went back to normal. He groaned and started shaking, his right arm then slowly came off, and that was the arm Peter grabbed. Peter gasped and quickly grabbed Connor's other hand. "No, Connors! I'm not letting you die! Not like Harry!" But Connors lost his grip and started to plumit to the ground.

"NO!" Peter cried out, he jumped off the building and tried to catch him, but it was to late, Connors fell to the ground.

"NO! Connors! No!" Peter crouched over to Connors, but luckily, he was still transforming, and his lizard body allowed for him to stay alive. Slowly, he started transforming back to his old self. Now, he was Curt Connors again.

Peter sighed with relief. Curt looked up, confused. "Peter?" he asked.

Peter nodded. He sat up and looked around, his ripped clothes barley fitting him.

"What.. what have I done..." Connors asked himself. He started to weep. Peter frowned and hugged Connors, who sobbed uncontrollably. "It's okay, Connors.. it's alright..."

Connors wept loudly and broke the hug to look at Peter. "I guess that gives you a good reason for always being late..." He said as he kept sobbing. Soon, Martha and Billy walked over to Curt.

Curt looked up a them and cried, going over to them, Martha kneeled down and Curt sobbed onto her. "Martha! Billy! I'm so sorry! I'm so sorry! Please forgive me!" He cried out, sobbing. He hugged them both tightly and all three of them cried together.

Peter looked on at the family with a sad look. He walked up to them.

"Thank you for saving my dad, Spider-Man!" Billy cried out.

Peter patted Billy. "Least I could do."

Flint walked up to Peter. "I took care of those lizards. This is big, the government's getting in on it. They're gonna take these guys away and cure them. Sadly, they'll have to lock them away.. they could be sick from this..."

Peter looked at Connor's, who was now being handcuffed. His family cried as he was took away in a cop car. Peter looked at Connor's through the car.

"Thank you." Connors mouthed through the car.

_(Note: This is narration.) I hated seeing Connors go. He's been my favorite teacher. Even a good friend. I just wish I could have done more. But it could have been worse. I did my best. That's all that matters. It doesn't matter if it's perfect. I might make mistakes.. but who doesn't? Life can't be perfect. It makes it special. And that's the beauty of it. I realize that now. _

The next day, Peter held hands with MJ. It was a beautiful day, and they were in a web hammock.

"So they had to arrest Connors?"

"Yeah.. they don't know he was behind it, they just think he was another victim and they have to lock him up because he might have a disease from it. I'm gonna miss him... he's a good man.. he doesn't deserve this pain. He won't even be able to see his family."

"Well... at least you saved the day."

"Yeah.. you know what? I'm over that whole 'being perfect' thing. Life isn't perfect, and that's the beauty of it.."

MJ smiled. "I'm glad, I hate seeing you sad."

Peter nodded. "So uh... I got a question."

"Yes?"

"Uh... let's get out of this thing first."

He jumped out of it with her. And looked at her.

"MJ... I've been in love with you since the first time I saw you.. I never thought I'd be with you.. and... here we are... dating and in love... and you're the best girl I could ask for. You're nice, beautiful, funny... and uh.. what I wanted to ask is uh..."

"What?" she asked with a smirk.

He grabbed her hand and they walked behind the giant web hammock. It spelled out: "Will you marry me?"

She looked up at it and got teary eyed.

"Yes! Of course!" Tears of happiness streamed down her face and she hugged him tight, he smiled and hugged her back, smiling. Peter smiled and got the ring from his pocket, putting it on her finger.

A few days later, MJ was helping Peter pack his things out of his apartment. MJ walked out and put some boxes in a car, then went back up. She accidently closed the door and sighed. Then, Mr. Ditkovitch opened the door, only in his underwear and a robe.

"Oh... well hello there!" He greeted.

MJ turned over to see Diktovich only in his underwear and a robe.

"Oh um.. hey there." She greeted.

"You know.. if you're having trouble with that door you can just come in here with me, we can watch The Young and the Restless and cuddle..."

"Um.. that's okay..." she eagerly kept trying to open the door.

"Well I mean.. I'm quite sexy I think, and you're quite sexy, we can be sexy together!"

"No, I'm fine.." she assured, still trying to open the door.

He then took off his robe. "Don't act like you don't want some of this sexy!"

MJ finally opened the door and rushed in.

"You in a hurry?" Peter asked.

"There's some weird guy outside in his underwear hitting on me.."

"Mr. Diktovitch?" Peter asked.

"Who?"

"He's the landlord."

Peter gave MJ the last box and walked out and looked at him, shocked to only see him in his underwear. Diktovitch quickly put his robe back on. "Oh! Uh.. hello, there, Peter... what are you doing with this boxes?"

"I'm moving out, Mr. Diktovitch.. I'm getting married!"

"Oh! Is that your fiance?" he pointed to MJ.

Peter nodded.

"Oh.. oh okay.. well uh.. I'm going to miss you, Peter!"

"Gonna miss you too, Mr. Ditkovich."

Ursuala walked out. "Are you leaving now, Peter?"

Peter nodded. "Yeah.. I'm gonna miss you guys."

"We'll miss you too.." Ursala said, she then looked over at Mary Jane.

"Is that Mary Jane?"

Peter nodded.

"So nice to meet you, Peter always talks about you!" she said, shaking her hand.

"Oh really? And nice to meet you too!"

"Yeah.. I usually tell Peter if he has a call.."

MJ nodded. "Oh, cool."

"Well, we better get going. Again, I'll really miss you guys." Peter told them.

Diktovitch smiled. "Before you go... rent? For old times sake?"

Peter smirked and gave him his rent for the last time.

"Wow.. last time I'll ever take your money.. this is sad..."

Diktovitch pulled Peter into a hug, Peter felt awkward hugging a guy in his underwear.

"Well uh.. goodbye, Mr. Diktovitch, goodbye Ursala."

"Goodbye Peter!" they said at the same time.

"I'm gonna miss those guys.." Peter told MJ. He stopped and ran up. "Oh, hey guys.. do you wanna come to our wedding?"

"I'd love to!" Ursala said.

"Will their be cake?" Ditkovitch asked.

Peter nodded.

"Will it be free?" he asked.

Peter nodded.

"I'm in!"

A few months later, Peter and MJ looked into each other's eyes and got done saying their vows. Aunt May, Ursala, Mr. Ditkovitch, even Jameson, Betty, and Robbie from the Bugle were there and looked on. Aunt May was grinning and crying.

"I do." said MJ.

"I do." said Peter.

"You may now kiss the bride!"

Peter and MJ then kissed, sealing their love.

"I want some damn cake!" Jameson yelled.

(Note: The movie would end in a final swing, with the classic theme, showing Peter as Spider-Man swinging around the city, the last shot would be him coming at the camera, and zooming in on the spider on his chest)

The End.


End file.
